Attached files
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported) March 3, 2010
LOTUS PHARMACEUTICALS, INC.
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(Exact name of registrant as specified in its charter) |
Nevada
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001-32581
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20-0507918
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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16
Cheng Zhuang Road, Feng Tai District, Beijing 100071
People’s Republic of
China
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N/A
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: 86-10-63899868
N/A
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
ITEM 1.01
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On March
3, 2010, Lotus Pharmaceuticals, Inc. (the “Company”) entered into a Standby
Equity Distribution Agreement (the “SEDA”) with YA Global Master SPV Ltd. (“YA
Global”) pursuant to which the Company may, at its sole and exclusive option,
periodically sell to YA Global shares of its common stock, $0.001 par value per
share (the “Common Stock”) for a total purchase price of up to ten million
dollars ($10,000,000). Each advance under the SEDA shall not be more than
$200,000. For each share of Common Stock purchased pursuant to an advance under
the SEDA, YA Global will pay to the Company the higher
of (i) ninety-three (93%) of the lowest daily volume weighted
average price of the Common Stock during the five (5) consecutive trading
days following delivery by the Company of an advance notice or (ii) $0.87,
the minimum acceptable price. Under the SEDA, the Company cannot begin to take
advances until such time as it files with the Securities and Exchange Commission
(“SEC”) a registration statement which registers the resale of the shares of
Company Common Stock to be issued to YA Global, and such registration statement
is declared effective by the SEC. Additionally, any advance under the SEDA which
causes YA Global to own more than 4.99% of the Company’s Common Stock will be
automatically withdrawn. The Company is not obligated to utilize any of the $10
million available under the SEDA and there are no minimum commitments or minimum
use penalties.
The SEDA,
unless terminated by the Company, shall terminate on the earlier of (i) the
two-year anniversary of the date that the registration statement shall be
declared effective by the SEC or (ii) the date on which the Company has drawn
down the maximum amount permitted under the SEDA. The Company has
granted YA Global customary indemnification rights in connection with the SEDA.
YA Global has also granted the Company customary indemnification rights in
connection with the SEDA.
The
Company issued YA Global an aggregate of 228,117 shares of its Common Stock as a
commitment fee of $300,000 in connection with the transaction. The Company has
also paid to Yorkville Advisors HK Limited, YA Global’s general partner, a due
diligence and structuring fee of $15,000 and the Investor’s legal fees of up to
$40,000, of which $30,000 has been paid as of the date hereof.
The
foregoing is a summary of the terms of the SEDA and is, therefore, qualified in
its entirety by reference to the full text of the SEDA which is attached as an
exhibit to this Form 8-K.
ITEM 8.01.
OTHER EVENTS.
On March
3, 2010, Lotus Pharmaceuticals, Inc. issued a press release announcing entry
into the SEDA. The full text of the press release issued in connection with this
announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K and
incorporated herein by reference.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d)
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Exhibits
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Exhibit
No.
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Description
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Standby Equity Distribution
Agreement, dated as of March 3, 2010, by and between Lotus
Pharmaceuticals, Inc. and YA Global Master SPV
Ltd
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Press
release issued by Lotus Pharmaceuticals, Inc. on March 3,
2010
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
LOTUS
PHARMACEUTICALS, INC.
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Date: March
4, 2010
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By:
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/s/ Liu Zhongyi | |
Name:Liu Zhongyi | |||
Title:Chairman and Chief Executive Officer | |||
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